U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 For the
Quarterly Period Ended September 30, 2004
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from ____________ to ___________________
COMMISSION FILE NUMBER 0-22153
AMERITRANS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2102424
(State or other incorporation (I.R.S. Employer
Identification No.)
747 Third Avenue
New York, New York 10017
(Address of Registrant's (Zip Code)
principal executive office)
(800) 214-1047
Registrant's telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes /X/ No / /
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act) Yes / / No /X/
The number of shares of Common Stock, par value $.0001 per share,
outstanding as of November 12, 2004: 2,035,600
AMERITRANS CAPITAL CORPORATION
FORM 10-Q
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 30,
2004 (unaudited) and June 30, 2004........................................ 1
Consolidated Statements of Operations -- For the
Three Months Ended September 30, 2004 and 2003 (unaudited)................ 3
Consolidated Statements of Cash Flows -- For the Three Months Ended
September 30, 2004 and 2003 (unaudited) .................................. 4
Notes to Consolidated Financial Statements ............................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................ 10
Item 3. Quantitative and Qualitative Disclosure about Market Risk ........ 14
Item 4. Controls and Procedures........................................... 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................................. 16
Signatures ................................................................ 17
-ii-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2004 (Unaudited) and June 30, 2004
ASSETS
September 30,2004 June 30, 2004
-------------------------------
Loans receivable $ 48,324,101 $ 49,900,989
Less: unrealized depreciation on loans receivable (585,089) (509,770)
------------- -------------
Loans receivable, net 47,739,012 49,391,219
Cash and cash equivalents 727,863 416,600
Accrued interest receivable, net of
unrealized depreciation
of $11,500 and 30,500, respectively 787,674 969,912
Assets acquired in satisfaction of loans 1,044,492 1,421,723
Receivables from debtors on sales of assets
acquired in satisfaction of loans 33,800 422,158
Equity securites 1,085,311 1,038,617
Furinture, equiptment
and leasehold improvements, net 415,823 439,262
Medallions 2,382,201 2,382,201
Prepaid expenses and other assets 713,117 610,214
---------------- -------------
TOTAL ASSETS $ 54,929,293 $ 57,091,906
================ =============
The accompanying notes are an integral part of these financial statements.
1
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2004 (Unaudited) and June 30, 2004
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, 2004 June 30, 2004
----------------- ---------------
LIABILITIES
Debentures payable to SBA $ 12,000,000 $ 12,000,000
Notes payable, banks 26,858,652 28,908,652
Accrued expenses and other liabilities 570,994 578,790
Accrued interest payable 171,924 271,630
Dividend payable 84,375 84,375
------------------- -------------
TOTAL LIABILITIES 39,685,945 41,843,447
------------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock 500,000 shares authorized,
none issued or outstanding - -
9 3/8% cumulative participating callable
preferred stock $.01 par value, $12.00 face value,
500,000 shares authorized; 300,000 shares issued
and outstanding 3,600,000 3,600,000
Common stock $.0001 par value: 5,000,000 shares
uthorized; 2,045,600 shares issued, 2,035,600
outstanding 205 205
Additional paid-in-capital 13,869,545 13,869,545
Accumulated deficit (1,902,071) (1,902,408)
Accumulated other comprehensive loss (245,331) (248,883)
------------------- -------------
15,313,348 15,318,459
Less: Treasury stock, at cost, 10,000 shares of
Common stock (70,000) (70,000)
------------------- -------------
TOTAL STOCKHOLDERS' EQUITY 15,243,348 15,248,459
------------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 54,929,293 $ 57,091,906
=================== =============
The accompanying notes are an integral part of these financial statements.
-2-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2004 and 2003 (Unaudited)
Three Months Ended Three Months Ended
September 30, 2004 September 30, 2003
--------------------- -------------------
INVESTMENT INCOME
Interest on loans receivable $ 1,129,057 $ 1,390,175
Fees and other income 100,540 51,224
Leasing income 51,537 13,836
----------------- -----------------
TOTAL INVESTMENT INCOME 1,281,134 1,455,235
----------------- -----------------
OPERATING EXPENSES
Interest 382,156 372,753
Salaries and employee benefits 262,664 246,547
Occupancy costs 49,183 50,063
Professional fees 135,564 112,883
Miscellaneous administrative expenses 245,468 291,086
Loss on assets acquired in satisfaction of loans, net 10,393 29,901
Foreclosure expenses 5,000 209,630
Write off and depreciation on interest and
loans receivable 101,518 255,892
--------------- -----------------
TOTAL OPERATING EXPENSES 1,191,946 1,568,755
--------------- -----------------
OPERATING INCOME (LOSS) 89,188 (113,520)
--------------- -----------------
OTHER INCOME (EXPENSE)
Gain on sale of securities - 5,665
Equity in loss of investee (2,011) -
--------------- -----------------
TOTAL OTHER INCOME (expense) (2,011) 5,665
--------------- -----------------
INCOME (LOSS) BEFORE INCOME TAXES 87,177 (107,855)
--------------- -----------------
INCOME TAXES 2,465 10,543
--------------- -----------------
NET INCOME (LOSS) $ 84,712 $ (118,398)
--------------- -----------------
DIVIDENDS ON PREFERRED STOCK $ (84,375) $ (84,375)
--------------- -----------------
NET INCOME (LOSS) AVAILABLE TO
COMMON SHAREHOLDERS $ 337 $ (202,773)
--------------- -----------------
WEIGHTED AVERAGE SHARES OUTSTANDING
- - Basic 2,035,600 2,035,600
================ =================
- - Diluted 2,035,600 2,035,600
================ =================
NET INCOME (LOSS) PER COMMON SHARE
- - Basic $ 0.00 $ (0.10)
================ =================
- - Diluted $ 0.00 $ (0.10)
================ =================
The accompanying notes are an integral part of these financial statements.
-3-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended September 30, 2004 and 2003 (Unaudited)
September 30, 2004 September 30, 2003
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 84,712 $ (118,398)
---------------- ----------------
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 39,888 25,042
Gain on sale of equity securities - (5,665)
Equity in loss of investee 2,011 _
Change in operating assets and liabilities:
Changes in unrealized depreciation on loans
receivable and accrued interest receivable 56,319 84,800
Accrued interest receivable 201,238 (5,077)
Prepaid expenses and other assets (119,352) (130,055)
Accrued expenses and other liabilities (7,796) 146,272
Accrued interest payable (99,706) (122,454)
--------------- ---------------
TOTAL ADJUSTMENTS 72,602 (7,137)
--------------- ---------------
NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES 157,314 (125,535)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Loans receivable 1,576,888 922,814
Assets acquired in satisfaction of loans 377,231 -
Receivables from debtors on sales of assets
acquired in satisfaction of loans 388,358 -
Proceeds from sale of equity securities - 25,959
Purchases of equity securities (54,153) (150,600)
Capital expenditures - (314,629)
-------------- ---------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 2,288,324 483,544
-------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of notes payable, banks 6,310,000 -
Repayments of notes payable, banks (8,360,000) (1,750,098)
Proceeds from debentures payable, SBA - 5,000,000
Repayments of debentures payable, SBA - (3,720,000)
Dividends paid (84,375) (84,375)
--------------- ---------------
NET CASH (USED IN) FINANCING ACTIVITIES (2,134,375) (554,473)
--------------- ---------------
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS 311,263 (196,464)
CASH AND CASH EQUIVALENTS - Beginning 416,600 498,669
---------------- ------------------
CASH AND CASH EQUIVALENTS - Ending $ 727,863 $ 302,205
---------------- ------------------
The accompanying notes are an integral part of these financial statements.
-4-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Three Months Ended September 30, 2004 and 2003 (Unaudited)
September 30, 2004 September 30, 2003
------------------ ------------------
SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING ACTIVITIES:
Unrealized loss on equity securities
arising during the period $ (5,448) $ -
=============== =================
Reclassification adjustment for
gain included in net income $ _ $ (5,665)
================ =================
Acquisition of medallions through
foreclosure of loans receivable $ - $ (300,300)
================ =================
The accompanying notes are an integral part of these financial statements.
-5-
AMERITRANS CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Organization and Summary of Significant Accounting Policies
Financial Statements
The consolidated balance sheet of Ameritrans Capital
Corporation ("Ameritrans" or the "Company") as of September
30, 2004, and the related statements of operations, and
cash flows for the three months ended September 30, 2004
and 2003 included in Item 1 have been prepared by the
Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission (the "Commission").
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of
management, the accompanying consolidated financial
statements include all adjustments (consisting of normal,
recurring adjustments) necessary to summarize fairly the
Company's financial position and results of operations. The
results of operations for the three months ended September
30, 2004 are not necessarily indicative of the results of
operations for the full year or any other interim period.
These financial statements should be read in conjunction
with the audited financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2004 as filed with the
Commission.
Organization and Principal Business Activity
Ameritrans, a Delaware corporation, is a specialty
finance company that through its subsidiary, Elk, primarily
makes loans to taxi owners to finance the acquisition and
operation of taxi medallions and related assets, and to
other small businesses in the New York City, Chicago, Miami,
and Boston markets. Ameritrans is a regulated investment
company under the Internal Revenue Code.
Elk, a New York corporation, is licensed by the Small
Business Administration ("SBA") to operate as a Small
Business Investment Company ("SBIC") under the Small
Business Investment Act of 1958, as amended. Elk is also
registered as an investment company under the Investment
Company Act of 1940 to make business loans.
Basis of Consolidation
The consolidated financial statements include the
accounts of Ameritrans, Elk, and Elk's wholly owned
subsidiaries, EAF Holding Corporation ("EAF"), EAF
Enterprises LLC, Medallion Auto Management LLC, EAF Leasing
LLC, EAF Leasing II LLC and EAF Leasing III LLC,
(collectively referred to as the "Company"). All
significant inter-company transactions have been eliminated
in consolidation.
EAF, which was formed in June 1992 and began
operations in December 1993, owns and operates certain real
estate assets acquired in satisfaction of defaulted loans by
Elk.
EAF Enterprises LLC, which was formed in June 2003
and began operations in July 2003, owns, leases and resells
medallions acquired in satisfaction of foreclosures by Elk.
Medallion Auto Management LLC, which was formed in
June 2003 and began operations in July 2003, owns, leases
and resells automobiles in conjunction with the medallions
owned by EAF Enterprises LLC.
EAF Leasing LLC, which was formed in August 2003 and
began operations in October 2003, owns and leases medallions
acquired in satisfaction of foreclosures by Elk.
EAF Leasing II LLC, which was formed in August 2003
and began operations in October 2003, owns and leases
medallions acquired in satisfaction of foreclosures by Elk.
EAF Leasing III LLC, which was formed in January
2004 and began operations in April 2004, owns and leases
medallions acquired in satisfaction of foreclosures by Elk.
Ameritrans organized another subsidiary on June 8,
1998, Elk Capital Corporation ("Elk Capital"), which may
engage in similar lending and investment activities as its
parent. Since its inception, Elk Capital has had no
operations.
Presentation of Prior Year Data
Certain reclassifications have been made to conform
prior year data with the current presentation.
Income Taxes
The Company has elected to be taxed as a Regulated
Investment Company ("RIC") under the Internal Revenue Code
(the "Code"). A RIC generally is not taxed at the corporate
level to the extent its income is distributed to its
stockholders. In order to qualify as a RIC, the Company
must payout at least 90 percent of its net taxable
investment income to its stockholders as well as meet other
requirements under the Code. In order to preserve this
election for fiscal 2005, the Company intends to make the
required distributions to its stockholders.
The Company is subject to certain state and local
franchise taxes, as well as related minimum filing fees
assessed by state taxing authorities. Such taxes and fees
are reported as provisions for income taxes and reflected in
each of the fiscal years presented.
Earnings Per Share
Basic earnings per share includes no dilution and is
computed by dividing income available to common stockholders
by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflect, in
periods in which they have a dilutive effect, the effect of
common shares issuable upon the exercise of stock options
and warrants. The difference between reported basic and
diluted weighted average common shares results from the
assumption that all dilutive stock options outstanding were
exercised. For the years presented, the effect of common
stock equivalents has been excluded from the diluted
calculation since the effect would be antidilutive.
Loan Valuations
The Company's loan portfolio is carried at fair
value. Since no ready market exists for these loans, the
fair value is determined in good faith by the board of
directors of the Company (the "Board of Directors"). In
determining the fair value, the Board of Directors considers
factors such as the financial condition of the borrower, the
adequacy of the collateral, individual credit risks,
historical loss experience and the relationships between
current and projected market rates and portfolio rates of
interest and maturities. The fair value of the loans has
been determined to approximate cost less unrealized
depreciation.
Use of Estimates
The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires
management to make extensive use of estimates and
assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates. Estimates that are particularly susceptible to
change relate to the determination of the fair value of
loans receivable and the fair value of financial
instruments.
2. Medallions
During the prior year ended June 30, 2004, Elk transferred
Chicago medallions obtained from defaulted and foreclosed loans
to certain newly formed wholly-owned subsidiaries. The
subsidiaries borrowed funds in the amount of $2,382,201 from Elk
to complete the purchases of the medallions and gained title by
paying related transfer fees and satisfying outstanding liens with
Elk and the city of Chicago.
The subsidiaries lease medallions owned in the Chicago
market under weekly and long-term ooperating lease terms. The
weekly medallion leases, including automobiles, are with
individuals and automatically renew each week, up to a maximum
period of 157 weeks, but may be terminated by the lessee at the
conclusion of any weekly period. The weekly leases also include
an option for the lessee to purchase either the medallion or
automobile, at an amount defined in the agreement, at any time
throughout the term of the lease, with credit given for a portion
of the lease payments towards the purchase price. As of September
30, 2004 and June 30, 2004, no purchase options have been exercised.
The long-term medallion leases are with taxi cab companies expiring
December 31, 2005 through February 28, 2006, and may be cancelled by
either party with forty-five days' advance written notice. Leasing
income under all medallion and taxi cab leases for the quarter ended
September 30, 2004 was $51,537.
3. Debentures Payable to SBA
At September 30, 2004 and June 30, 2004 debentures
payable to the SBA consist of subordinated debentures with
interest payable semiannually, as follows:
Effective
Interest 9/30/04 and 6/30/04
Issue Date Due Date Rate Principal Amount
---------- -------- --------- ------------------
July 2002 September 2012 4.67%(1) $ 2,050,000
December 2002 March 2013 4.63%(1) $ 3,000,000
September 2003 March 2014 4.12%(1) $ 5,000,000
February 2004 March 2014 4.12%(1) $ 1,950,000
------------------
$ 12,000,000
==================
(1) Elk is required to pay an additional annual user fee of
0.866% on these debentures.
Under the terms of the subordinated debentures, Elk
may not repurchase or retire any of its capital stock or
make any distributions to its stockholders other than
dividends out of retained earnings (as computed in
accordance with SBA regulations) without the prior written
approval of the SBA.
SBA Commitment
In January 2002 the Company and the SBA entered into
an agreement whereby the SBA committed to reserve debentures
in the amount of $12,000,000 to be issued by the Company on
or prior to September 30, 2006. A 2% leverage fee will be
deducted pro rata as the commitment proceeds are drawn down.
A $120,000 non-refundable fee was paid by Elk at the time of
obtaining the $12,000,000 commitment. In February 2004, Elk
made the final draw down under this commitment.
4. Notes Payable to Banks
At September 30, 2004 and June 30, 2004 Elk had loan
agreements with three banks for lines of credit aggregating
$40,000,000. At September 30, 2004 and June 30, 2004, Elk
had $26,858,652 and $28,908,652 respectively, outstanding
under these lines. The loans, which mature at various dates
between December 31, 2004 and January 3, 2005, bear interest
at the lower of either the reserve adjusted LIBOR rate plus
1.5% or the banks' prime rates minus 0.5%.
Upon maturity, Elk anticipates extending these lines
of credit for another year, as has been its practice in
previous years. Pursuant to the terms of the agreements the
Company is required to comply with certain covenants and
conditions, as defined in the agreements. The Company has
pledged its loans receivable and other assets as collateral
for the above lines of credit.
5. Commitments and Contingencies
Interest Rate Swaps
On February 11, 2003, Elk entered into an interest
rate Swap transaction for $5,000,000 with a bank expiring
February 11, 2005. Elk entered into this Swap transaction
to protect the Company from an upward movement in interest
rates relating to outstanding bank debt. The Swap transaction
provides for a fixed rate of 3.56% for Elk. If
the floating one month LIBOR rate is below the fixed rate,
Elk is obligated to pay the bank for the difference in
rates. If the one-month LIBOR rate is above the fixed rate,
the bank is obligated to pay Elk for the differences in
rates.
6. Other Matters
Quarterly Dividend
The Company's Board of Directors declared a dividend
of $0.28125 per share or $84,375 on September 21, 2004 on
the Company's 9 3/8% Cumulative Participating Preferred
Stock (the "Participating Preferred Stock") for the period
July 1, 2004 through September 30, 2004, which was paid on
October 15, 2004 to all holders of the Participating
Preferred Stock of record as of September 30, 2004.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be used in
conjunction with the consolidated Financial Statements and
Notes therewith appearing in this report Form 10-Q and the
Company's Annual Report on Form 10-K for the year ended June
30, 2004.
Critical Accounting Policies
The preparation of the Company's consolidated financial
statements in comformity with generally accepted accounting
principles requires management to use judgment in making
estimates and assumptions that affect amounts reported and
disclosed in the financial statements and related notes.
Significant estimates made by the Company include valuation
of loans and equity investments, evaluation of the
recoverability of various receivables and the assessment of
litigation and other contingencies. The Company's ability to
collect receivables and recover the value of its loans
depends on a number of factors, including financial
conditions and its ability to enforce provisions of its
contracts in the event of disputes, through litigation if
necessary. Although the Company believes that estimates and
assumptions used in determining the recorded amounts of net
assets and liabilities at September 30, 2004, are
reasonable, actual results could differ materially from the
estimated amounts recorded in the Company's financial
statements. Our critical accounting policies are those
applicable to the valuation of loans receivable and various
investments, as discussed below:
Valuation of Loans and Debt Securities. For loans and debt
securities, fair value generally approximates cost less
unrealized depreciation. Overall financial condition of the
borrower, the adequacy of the collateral, individual credit
risks, historical loss experience and other factors are
criteria considered in the determination of fair value.
Equity Securities. The fair value of publicly traded
corporate equity securities is based on quoted market
prices. Privately held corporate equity securities are
recorded at the lower of cost or fair value. For these non-
quoted investments, the Company reviews the financial
performance of the privately held companies in which the
investments are maintained. If and when a determination is
made that a decline in fair value below the cost basis is
other than temporary, the related investment is written down
to its estimated fair value.
Assets Acquired in Satisfaction of Loans. Assets acquired in
satisfaction of loans are carried at estimated fair value
less selling costs. Losses incurred at the time of foreclosure
are charged to the unrealized depreciation on loans receivable.
Subsequent reductions in estimated net realizable value are
recorded as losses on assets acquired in satisfaction of loans.
General
Ameritrans acquired Elk on December 16, 1999 in a share for
share exchange. Elk is licensed by the Small Business
Administration (SBA) to operate as a Small Business
Investment Company (SBIC) under the Small Business
Investment Act of 1958, as amended. Both Ameritrans and Elk
are registered as an investment company under the Investment
Company Act of 1940.
Elk makes loans and investments to businesses that
qualify under SBA regulations for funding under the Small Business Investment
Act of 1958, as amended. Elk's primary lending activity is
to originate and service loans collateralized by New York City,
Boston, Chicago and Miami taxicab medallions. Elk also makes
loans and investments in other diversified businesses. At
September 30, 2004, 73% of Elk's loan portfolio consisted of
loans secured by taxi medallions and 27% consisted of loans
to other diversified businesses.
From inception through April 2002, Ameritrans' only
activities have been the operations of Elk. In May 2002,
Ameritrans made its first loans to businesses using the
proceeds raised from a public offering, which was completed
in April 2002.
Elk created two additional wholly owned subsidiaries, EAF
Enterprises LLC and Medallion Auto Management LLC, in June
2003. Beginning July 2003, EAF Enterprises LLC took title
to five of Elk's foreclosure medallions and leased them to
individual operators and Medallion Auto Management LLC
purchased vehicles to lease with the medallions. The taxi
operators have the option to purchase both the medallions
and vehicles. Elk set up two more wholly owned
subsidiaries, EAF Leasing LLC and EAF Leasing II LLC, in
August 2003. Starting October 2003, EAF Leasing LLC and EAF
Leasing II LLC acquired fourteen and thirteen medallions,
respectively, in satisfaction of foreclosures from Elk and
leased them to corporate operators. Elk created another
wholly owned subsidiary, EAF Leasing III LLC, in January
2004. Commencing in April 2004, EAF Leasing III LLC
acquired eight medallions in satisfaction of foreclosures
from Elk and leased them to a corporate operator.
Results of Operations for the Quarter Ended September 30,
2004 and 2003
Total Investment Income
The Company's investment income for the period ended
September 30, 2004 decreased $174,101 or 12% to $1,281,134
as compared with the comparable period ended September 30,
2003. This decrease was mainly due to the impact of lower
average interest rates charged on new and modified loans as
well as lower outstanding loans receivable. The decrease in
interest income was offset by an increase in other fees of
$49,316, primarily due to an increase in origination fees,
and increase in leasing income of $37,701.
Operating Expenses
Interest expense for the quarter ended September 30, 2004
increased $9,403 or 3% to $382,156 when compared to the
quarter ended September 30, 2003. This reflects the impact
of higher interest charged on outstanding bank borrowings,
offset, at least partially, by lower average outstanding
borrowings. Salaries and employee benefits increased
$16,117 or 7% when compared with the similar quarter in the
prior year. These increases reflect the increases from the
officers' employment agreements. Professional fees
increased $22,681 or 20% when compared with the similar
quarter in the prior year. Foreclosure expenses decreased
$211,904 and write off and depreciation of interest and
loans receivable decreased $154,374 or 60% when compared
with the similar quarter in the prior year. Both of these
decreases reflect the reduction of foreclosures of the
Chicago medallion loans. Other administrative expenses
decreased $38,344 or 13% when compared with the similar
quarter in the prior year. This decrease relates primarily
to the reduction in Chicago service fees and computer
expense offset by increases in commissions and depreciation.
Net Income (Loss)
Net income increased from a net loss of $118,398 in the
period ended September 30, 2003 to a net income of $84,712
in the period ended September 30, 2004. The increase in net
income for the period was attributable primarily to fewer
write-downs of the Chicago loan portfolio and related
foreclosure expenses, which were partially offset by
increases in interest, salaries and professional fees.
Dividends of Participating Preferred Stock for the quarter
amounted to $84,375 in each of the quarters ended September
30, 2004 and 2003.
Balance Sheet and Reserves
Total assets decreased by $2,162,613 as of September 30,
2004 when compared to total assets as of June 30, 2004. This
decrease was due to lower outstanding loans receivable,
reductions in assets acquired in satisfaction of loans and
receivable from debtors on sales of assets acquired in
satisfaction of loans due to payoffs and receipt of
settlement proceeds, partially offset by an increase in
equity securities and prepaid expenses and other assets. In
addition, Elk reduced its short-term bank borrowings by
$2,050,000, net of proceeds.
Liquidity and Capital Resources
The Company has funded its operations through private and
public placements of its securities, bank financing, the
issuance to the SBA of its subordinated long-term
debentures, loan amortization and prepayments. As a RIC, we
distribute at least 90% of our investment company taxable
income. Consequently, we primarily rely upon external
sources of funds to finance growth.
On April 24, 2002, Ameritrans completed a public offering of
300,000 units, consisting of one share of Common Stock, one
share of 9 3/8% cumulative participating redeemable
Preferred Stock, face value $12.00, and one redeemable
Warrant exercisable into one share of Common Stock. The
gross proceeds from the sale were $5,700,000 less offering
expenses of $1,704,399. A portion of the proceeds was used
temporarily to reduce bank and SBA indebtedness. Ameritrans
also used part of the proceeds to start its own loan
portfolio.
At September 30, 2004, 69% of Elk's indebtedness was
represented by indebtedness to its banks and 31% by
debentures issued to the SBA with fixed rates of interest
plus user fees resulting in rates ranging from 4.99% to
5.54%. Elk currently may borrow up to $40,000,000 under its
existing lines of credit, subject to limitations imposed by
its borrowing base agreement with its banks and the SBA, the
statutory and regulatory limitations imposed by the SBA and
the availability of funds. In addition, during January 2002,
the Company and the SBA entered into an agreement whereby
the SBA committed to reserve debentures in the amount of
$12,000,000 to be issued to the Company on or prior to
September 30, 2006. In July and December 2002, new
debentures payable to the SBA were drawn from the reserved
pool of $12,000,000 in the amount of $2,050,000 and
$3,000,000, respectively. The interim interest rates
assigned were 2.351 % and 1.927%, respectively. The fixed
rates of 4.67% and 4.628% were determined on the pooling
dates of September 25, 2002 and March 26, 2003,
respectively. On September 15, 2003 and February 17, 2004,
two new debentures payable to the SBA were drawn in the
amount of $5,000,000 and $1,950,000, respectively. Interim
interest rates assigned were 1.682% and 1.595%,
respectively, subsequently adjusted to the long term fixed
rate of 4.12% on the pooling date of March 24, 2004. In
addition to the fixed rates, there is an additional annual
SBA user fee on each debenture of 0.87% per annum making the
rates 5.54%, 5.498% and 4.99% before applicable amortization
of points and fees. The draw down in February 2004 was the
final draw from the $12,000,000 commitment.
Loan amortization and prepayments also provide a source of
funding for Elk. Prepayments on loans are influenced
significantly by general interest rates, economic conditions
and competition.
Like Elk, Ameritrans will distribute at least 90% of its
investment company taxable income and, accordingly, will
continue to rely upon external sources of funds to finance
growth. In order to provide the funds necessary for
expansion, management expects to raise additional capital
and to incur, from time to time, additional bank
indebtedness and (if deemed necessary) to obtain SBA loans.
There can be no assurances that such additional financing
will be available on acceptable terms.
New Accounting Standards
In March 2004, the FASB issued the exposure draft "Share-
Based Payment." The proposed statement would require all
equity-based awards to employees to be recognized in the
Consolidated Statement of Operations based on their fair
value for fiscal years beginning after December 15, 2004.
The new standard, if accepted in its present form, would
apply to all awards granted, modified or settled after the
effective date. The Company believes the adoption of this
proposed statement will not have a material effect on its
consolidated financial position and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed
in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in
the Commission's rules and forms, and that such information is
accumulated and communicated to our management to allow
timely decisions regarding required disclosure based closely
on the definition of "disclosure controls and procedures" in
Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating
the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how
well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible
controls and procedures.
The Company's business activities contain elements of risk.
The Company considers the principal types of risk to be
fluctuations in interest rates and portfolio valuations. The
Company considers the management of risk essential to
conducting its businesses. Accordingly, the Company's risk
management systems and procedures are designed to identify
and analyze the Company's risks, to set appropriate policies
and limits and to continually monitor these risks and limits
by means of reliable administrative and information systems
and other policies and programs.
The Company values its portfolio of loans and investments at
fair value as determined in good faith by the Company's
Board of Directors in accordance with the Company's
valuation policy. Unlike certain lending institutions, the
Company is not permitted to establish reserves for loan
losses. Instead, the Company must value each individual
investment and portfolio loan on a quarterly basis. The
Company records unrealized depreciation on investments and
loans when it believes that an asset has been impaired and
full collection is unlikely. Without a readily ascertainable
market value, the estimated value of the Company's portfolio
of investments and loans may differ significantly from the
values that would be placed on the portfolio if there
existed a ready market for the investments and loans. The Company
adjusts the valuation of the portfolio of loans and
investments quarterly to reflect the Board of Directors'
estimate of the current fair value of each investment and
loan in the portfolio. Any changes in estimated fair value of
loans are recorded in the Company's blance sheet as unrealized
depreciation on lonas receivable and also in the Company's
statement of operations as write-off and depreciation on loans
receivable. Any changes in estimated fair value of investments
are recorded in the Company's blance sheets as accumulated other
comprehensive loss.
In addition, the illiquidity of our investments and loan
portfolio may adversely affect our ability to dispose of investments
or loans at times when it may be advantageous for us to
liquidate such investments or loans. Also, if we were
required to liquidate some or all of these items in the
portfolio, the proceeds of such liquidation may be
significantly less than the current value of such
investments or loans. Because we borrow money to make loans
and investments, our net operating income is dependent upon
the difference between the rate at which we borrow funds and
the rate at which we loan and invest these funds. As a
result, there can be no assurance that a significant change
in market interest rates will not have a material adverse
effect on our interest income. As interest rates rise, our
interest costs increase, decreasing the net interest rate
spread we receive and thereby adversely affect our
profitability. Although we intend to continue to manage our
interest rate risk through asset and liability management,
including the use of interest rate swaps, general rises in
interest rates will tend to reduce our interest rate spread
in the short term.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
declosed in our periodic reports filed pursuant to the rules
promulgated under the Exchange Act are recorded, processed,
summarized, and reported within the periods specified in the
Commissions's rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive
Officer (also acting as Chief Financial Officer), to allow timely
decisions regarding required disclosure. As of the end of the
period covered by this report, we carried out an evalution,
under the supervision and with the participation of our management,
including our Chief Executive Officer (also acting as Chief
Financial Officer), of the effectiveness of the design and operation
of our disclosure controls and procedures as defined in Rules 13a-
15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation,
the Company concluded that, as of the end of the period covered by
this report, our disclosure controls and procedures are effective in
timely communicating the material information required to be
included in our periodic SEC filings.
There were no changes to our internal controls over financial
reporting that occurred during our most recently completed fiscal
quarter that materially affected, or is reasonably likely to materially
affect our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6-- Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Letter Agreement between Israel Discount Bank of New
York and Elk dated October 27, 2004 extending line of
credit.
10.2 Promissory Note dated November 1, 2004 between
Ameritrans and Bank Leumi USA and Letter Agreement
dated November 1, 2004 between aforementioned parties.
31.1 Certification of the Chief Executive and Chief
Financial Officer of the Company pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive and Chief
Financial Officer of the Company pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None
AMERITRANS CAPITAL CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
AMERITRANS CAPITAL CORPORATION
Date: November 15, 2004 By: /s/ Gary C. Granoff
--------------------
Gary C. Granoff
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)